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| | Rule Comment on S7-23-99 by Independent Directors of ICAP FUNDS, INC. |
 | | We are of the view that if a simple majority of a fund's board is independent, this is sufficient to allow the independent directors to exercise their role as the independent "watchdogs" of fund management. |
 | | In our situation, if a simple majority requirement is imposed, the Board will in all likelihood handle this by asking the requisite number of interested directors (which would be three) to resign, resulting in two interested and three disinterested directors. |
 | | Based on the foregoing, we believe a simple majority requirement to be sufficient to protect the integrity of fund boards and the interests of fund shareholders, and that a super-majority requirement serves no additional useful purpose and, in fact, would be quite burdensome, particularly for smaller fund complexes, like ours. |
| www.sec.gov /rules/proposed/s72399/gentry1.htm (1940 words) |
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